Goldhills Holding Ltd. Closes $500,000 Non-Brokered Private Placement

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Goldhills Holding Ltd. (TSXV: GHL) (OTCQB: GODZF) (FSE: GRYA) ("Goldhills" or the "Company") announces that it has closed its non-brokered private placement announced on October 15, 2026 (the "Offering"), issuing 10,000,000 units of the Company (each, a "Unit") at a price of $0.05 per Unit for gross proceeds of $500,000.

Each Unit consists of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional Common Share at a price of $0.07 for a period of 24 months from the date of issuance.

The Warrants are subject to exercise limitations (the "Exercise Limitations"). A holder may not exercise Warrants to the extent that, after the exercise, the holder (together with its joint actors, affiliates and associates) would beneficially own more than 9.99% of the outstanding Common Shares, unless the holder has given the Company 61 days' prior written notice. A holder may not exercise Warrants above 19.99% of the outstanding Common Shares without 61 days' prior written notice, disinterested shareholder approval and, if required, the acceptance of the TSX Venture Exchange (the "TSXV").

The Company intends to use the net proceeds of the Offering for mineral exploration on its Lennac Lake copper-molybdenum porphyry project and for general working capital purposes. No finders' fees were paid in connection with the Offering.

All securities issued under the Offering are subject to a statutory hold period expiring on March 6, 2027, in accordance with applicable securities laws and the policies of the TSXV. The Offering remains subject to the final acceptance of the TSXV.

Related Party Participation

Steven Sangha, a director of the Company, acquired 3,898,000 Units under the Offering for $194,900. His participation is a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a), as the Company is not listed on a specified market and neither the fair market value of the securities issued to, nor the consideration paid by, the related party exceeds 25% of the Company's market capitalization. The Offering was approved by the Company's directors, with Dr. Sangha abstaining. The Company did not file a material change report more than 21 days before closing because the details of the related party's participation were not settled until shortly before closing, and the Company wished to close the Offering on an expedited basis for sound business reasons.

Early Warning Disclosure - Steven Sangha

Steven Sangha, of 3000 - 329 Howe Street, Vancouver, British Columbia, V6C 3N2, Canada, a director of the Company, acquired 3,898,000 Units at a price of $0.05 per Unit, for total consideration of $194,900, under the Offering on November 5, 2026. The Units were acquired from treasury in a transaction that did not take place on a stock exchange or other published market.

Immediately prior to the closing of the Offering, Sangha beneficially owned or controlled 4,632,660 Common Shares and 948,053 stock options of the Company ("Options"), representing approximately 12.70% of the issued and outstanding Common Shares on a non-diluted basis and, assuming the exercise of his Options, approximately 14.91% on a partially-diluted basis.

Immediately following the closing of the Offering, Sangha beneficially owns or controls 8,530,660 Common Shares, 948,053 Options and 3,898,000 Warrants, representing approximately 18.36% of the issued and outstanding Common Shares on a non-diluted basis and, assuming the exercise of his Options, approximately 19.99% on a partially-diluted basis.

The Warrants are subject to the Exercise Limitations described above. Because Sangha's beneficial ownership on closing exceeds 9.99%, none of his Warrants may be exercised unless he first gives the Company 61 days' prior written notice, and Warrants may not be exercised above 19.99% without 61 days' notice, disinterested shareholder approval and, if required, TSXV acceptance. Accordingly, the Warrants are not exercisable within 60 days and are not included in the partially-diluted figures above. If all of Sangha's Options and Warrants were exercised, disregarding the Exercise Limitations, he would hold approximately 26.07% of the issued and outstanding Common Shares.

Sangha acquired the Units for investment purposes. Sangha has a long-term view of his investment in the Company and may, depending on market and other conditions, acquire additional securities of the Company or dispose of some or all of the securities he holds, in the future.

A copy of Sangha's early warning report will be filed on the Company's profile on SEDAR+ at www.sedarplus.ca and may also be requested by mail to Goldhills Holding Ltd., 3000 - 329 Howe Street, Vancouver, British Columbia, V6C 3N2, Canada, Attention: Steven Sangha, or by phone at (604) 630-8746.

About Goldhills Holding Ltd.

Goldhills Holding Ltd. is a mineral exploration company. The Company holds an option to acquire a 100% interest in the Lennac Lake copper-molybdenum porphyry project, located in the Omineca Mining Division of central British Columbia.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Goldhills Holding Ltd.
Sergei Stetsenko
CEO and Director
Phone: (604) 630-8746
http://goldhills.co/

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-looking Information Cautionary Statement

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities laws, including statements regarding the use of proceeds of the Offering, the final acceptance of the TSXV, and the future intentions of Dr. Sangha with respect to securities of the Company. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements, including, but not limited to, delays or uncertainties with regulatory approvals, including that of the TSXV. There are uncertainties inherent in forward-looking information, including factors beyond the Company's control. There are no assurances that the business plans for the Company as described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company's filings with Canadian securities regulators, which are available at www.sedarplus.ca.

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